Skin yellowness has been found to positively associate with carotenoid intake, and fruit and vegetable intake in young Caucasians (1-3). Carotenoids are lipid soluble pigments found predominantly in fruit and vegetables. After absorption, a proportion of carotenoids are deposited in the skin, where they contribute to skin yellowness, which can be measured using reflectance spectroscopy, raising its potential as an objective, non-invasive measure of carotenoid, or fruit and vegetable intake. Studies measuring skin yellowness and its association with carotenoid or fruit and vegetable intake are generally cross-sectional in nature and overrepresented by younger populations. In this study we investigated whether a two-week vegetable soup intervention, adding 4 daily serves of either high-carotenoid (14.9 mg/d), or low-carotenoid (6.4 mg/d) vegetables per day, altered skin yellowness and serum carotenoid concentrations in older adults (n = 18, 83% female, average age=66 years, BMI=27.4 kg/m2). Participants were randomised into either a high carotenoid soup (20% carrot, 40% potato, 30% pumpkin, 10% sweet potato) or low-carotenoid soup (40% broccoli, 25% cabbage, 25% cauliflower, 10% kale) intervention, both with equal serves of vegetables. Participants consumed the provided soups and standard frozen meals for lunch and dinner, but breakfast and snacks were ad libitum. Total fruit and vegetable intake was determined using an interview-based food frequency questionnaire (baseline) and a two-week food record (during intervention). Total carotenoid intake from fruits and vegetables was calculated using data from either the Australian Food Composition Database, or the US Department of Agriculture Database. Skin yellowness was assessed using skin reflectance spectroscopy (CIE Lab l*a*b*) where b* represents the degree of yellowness, and serum carotenoid concentrations determined using high performance liquid chromatography. There were no significant changes in total fruit and vegetable intake in either group, but participants randomised to the high-carotenoid soup intervention, had a significant increase over the intervention period in carotenoid intake (+113.2 mg (high) vs -62.8 mg (low), p < 0.01), total serum carotenoid concentrations (+1.56 µg/mL (high) vs +0.4 µg/mL (low), p < 0.05) and skin yellowness at multiple skin sites (shoulder, biceps, palm, and sole of foot, all p < 0.05) compared to those randomised to the low-carotenoid soup intervention. Changes in serum carotenoid concentrations during the intervention were strongly associated with changes in skin yellowness (biceps, palm, sole of foot, all p < 0.05), but not with changes in total fruit and vegetable intake, which remained generally unchanged. In summary, changes in skin yellowness were detected following a 2 week high carotenoid soup intervention, compared to participants on a low-carotenoid soup intervention in the absence of changes to total fruit and vegetable intake. These findings emphasise the importance of carotenoid-rich fruit and vegetables when using skin colour to predict fruit and vegetable consumption.